WHEREAS,
pursuant to the Corporate Acquisition Agreement and Asset Purchase Agreement, Mincheff received a total of $107,000 in cash and
20,043,000 shares of Wowio common stock.

WHEREAS,
the Corporate Acquisition Agreement included (among other provisions) the transfer of a library of intellectual property, comprised
primarily of graphic novels at various stages of production; and

WHEREAS,
Mincheff and Wowio have agreed to transfer the rights of certain intellectual property acquired by Wowio pursuant to the Corporate
Acquisition Agreement back to Mincheff.

ACCORDINGLY,
the parties hereby agree as follows:

1.

Conditions
Precedent:
This
Agreement
shall
have
no
force
or
effect
whatsoever
until
the
following
conditions
have
been
met:

1.1

Execution of Agreement.
Wowio’s receipt of fully-executed copies of this Agreement by Mincheff; and

1.2

Assignment. Full execution
of the attached short form assignment.

1.3

Mincheff’s
Wowio
Stock.
Wowio’s
receipt
of
stock
certificates
representing
Minchelff
s
20,043,000
shares
of
Wowio
common
stock,
executed
stock
power
and
any
other
documents
reasonably
required
by
Wowio’s
transfer
agent
in
connection
with
this
Agreement.

2.

Properties
to
be
Acquired
by
Mincheff/Grant
of
Rights:
Subject
to
the
terms
outlined
herein,
Wowio
hereby
agrees
to
sell,
assign
and
transfer
to
Mincheff,
its
successors
and
assigns,
in
perpetuity,
all
rights
of
every
kind
and
nature
in
and
to
those
certain
properties
listed
below
(collectively
“Properties”),
including
without
limitation,
all
motion
picture,
television,
remake,
sequel
and
other
analogous
and
allied
rights
and
any
and
all
synopses,
ueaunems,
scenarios,
screenplays,
grapnic
novels
anu
an
copyrignis
in
connection
therewith
and
all
tangible
and
intangible
properties
with
respect
to
the
Properties
whether
currently
in
existence
or
to
be
developed
in
the
future.
The
Properties
are
currently
entitled:

- 1 -

2.1

Big Trouble in Little China

2.2.

Court, The

2.3.

Cousins Club

2.4

Hip Hop Chronicles

2.5

Hollow Mark

2.6

Husk

2.7

Little Sonny Bunny

2.8

State of Ward

2.9

Proximity Effect

2.10

Trail, The

2.11

Wight & Associates

3

Consideration: As
full
and
complete
consideration
for
the
purchase
of
the
Properties,
Mincheff
shall
provide
Wowio
with
the
following:

3.1

Mincheff
shall
transfer
2,550,000
shares
of
Wowio
common
stock
back
to
Wowio.
(Wowio
shall
prepare
the
appropriate
transfer
documents
to
perfect
such
return.)

For
a
period
of
36
months
commencing
on
the
Effective
Date
first
written
above,
Mincheff
shall
pay
Wowio
50%
of
all
Net
Revenue
generated
from
the
Properties.
Net
Revenue
shall
be
defined
as
all
revenues
received
from
the
sale
or
license
of
the
Properties,
including
any
ancillaries,
less
only
actual
costs
incurred
in
the
production
and
exploitation
of
the
Properties
and
the
Mincheff
Royalties
(“Net
Revenue”).
Commencing
after
such
36-month
period
and
continuing
in
perpetuity,
Wowio
will
receive
25%
of
all
Net
Revenue.

3.4

Wowio
shall
receive
an
Executive
Producer
credit
for
one
designee,
on
any
web,
motion
picture
and/or
television
productions
based
on
the
Properties.

4

Reservation
of
Rights:
Wowio
hereby
reserves
the
non-exclusive
right
to
publish
the
Properties
on
the
Wowio
eBook
platform,
only.
Wowio
shall
exploit
these
rights
only
upon
prior
written
notification
to
Mincheff
and
confirmation
from
Mincheff
within
3
days
after
receiving
notification
that
such
publication
shall
not
present
a
conflict
with
the
distribution
of
the
applicable
Property.

- 2 -

5

Wowio
Representations
and
Warranties:

5.1

Power
and
Authorization.
The
execution,
delivery
and
performance
by
Wowio
of
this
Agreement
to
which
it
is
a
party
and
the
consummation
of
the
transactions
contemplated
herewith
are
within
the
power
and
authority
of
Wowio
and
have
been
duly
authorized
by
all
necessary
action.
This
Agreement
will
be
duly
executed
and
delivered
by
Wowio
and
is
a
legal,
valid
and
binding
obligation
of
Wowio
enforceable
against
Wowio
in
accordance
with
its
terms.

5.2

Properties.
Wowio
represents
and
warrants
that
with
respect
to
the
Properties
hereunder,
Wowio
has
not
altered
the
Properties
and
the
Properties
shall
be
in
the
same
condition
as
when
originally
acquired
by
Wowio.

5.3

No
Other
Warranties
or
Representations.
Except
for
the
representations
and
warranties
contained
in
this
Section
5,
neither
Wowio
nor
any
of
its
representatives
makes
any
other
express
or
implied
representation
or
warranty
with
respect
to
the
Properties,
and
Wowio
disclaims
any
other
representations
or
warranties,
whether
made
by
Wowio
or
any
of
its
representatives.
Without
limiting
the
generality
of
the
foregoing,
subject
to
the
express
representations
and
warranties
contained
in
this
Section
5,
(i)
Wowio
makes
no
representation
or
warranty
whatsoever,
express
or
implied,
concerning
the
Properties,
including,
without
limitation,
any
representation
or
warranty
as
to
value,
true
ownership,
merchantability,
suitability
for
use,
salability,
validity
or
enforceability
of
ownership,
and
(ii)
Mincheff
specifically
acknowledges
that
no
warranties
that
any
of
the
Properties
are
merchantable
or
fit
for
any
particular
purpose
are
made
or
should
be
implied.

6

Mincheff
Representations
and
Warranties:
Mincheff
represents
and
warrants
that
he
is
free
to
enter
into
this
Agreement
and
will
not
do
or
permit
any
act
which
will
interfere
with
or
derogate
from
Wowio’s
exercise
of
the
rights
herein
granted.
Additionally,
with
regard
to
the
intellectual
property
that
was
purchased
by
Wowio
pursuant
to
the
Corporate
Acquisition
Agreement
and
of
which
Wowio
is
retaining
ownership
(“Wowio
Properties”),
neither
Mincheff
nor
any
of
his
representatives
makes
any
express
or
implied
representation
or
warranty
with
respect
to
the
Wowio
Properties,
and
Mincheff
disclaims
any
other
representations
or
warranties,
whether
made
by
Mincheff
or
any
of
his
representatives.
Without
limiting
the
generality
of
the
foregoing,
subject
to
the
express
representations
and
warranties
contained
in
this
Section
6,
(i)
Mincheff
makes
no
representation
or
warranty
whatsoever,
express
or
implied,
concerning
the
properties,
including,
without
limitation,
any
representation
or
warranty
as
to
value,
true
ownership,
merchantability,
suitability
for
use,
salability,
validity
or
enforceability
of
ownership,
and
(ii)
Wowio
specifically
acknowledges
that
no
warranties
that
any
of
the
Wowio
Properties
are
merchantable
or
fit
for
any
particular
purpose
are
made
or
should
be
implied

7

Miscellaneous:

7.1

Arbitration:
All
disputes
under
this
Agreement
shall
be
settled
pursuant
to
binding
arbitration
under
the
commercial
arbitration
rules
of
the
American
Arbitration
Association
(“AAA”)
before
a
single
arbitrator
with
expertise
in
entertainment
matters.
The
arbitration
shall
take
place
in
Los
Angeles,
California.
The
prevailing
party
will
be
entitled
to
reasonable
attorney
fees
and
costs.

- 3 -

7.2

Indemnification:
Wowio
shall
indemnify
Mincheff
from
and
against
any
and
all
claims
and
damages
arising
from:
(i)
the
breach
of
any
term,
representation
or
warranty
of
Wowio
hereunder;
and
(ii)
the
production,
distribution,
exhibition
or
exploitation
of
the
Properties
by
Wowio
or
its
assignees,
or
any
element
thereof
to
the
extent
such
claim
or
damage
arises
from
an
action
or
omission
taken
by
Wowio
during
the
time
Wowio
controlled
the
Properties.
Mincheff
shall
indemnify
and
defend
Wowio
from
and
against
any
and
all
claims
and
damages
arising
from:
(i)
the
breach
of
any
term,
representation
or
warranty
of
Mincheff
hereunder;
and
(ii)
the
production,
distribution,
exhibition
or
exploitation
of
the
Properties
by
Mincheff
or
its
assignees,
or
any
element
thereof,
to
the
extent
such
claim
or
damage
does
not
arise
out
of
a
breach
of
any
term,
representation
or
warranty
made
by
Wowio
hereunder.

7.3

Assignment:
The
parties
may
assign
their
rights
and
obligations
hereunder;
provided,
however,
if
this
Agreement
is
assigned
to
a
person
or
entity
other
than
a
bona
fide
distributor,
financier,
major
or
mini-major
studio
that
assumes
all
obligations
in
writing,
the
assigning
party
shall
remain
secondarily
liable
to
the
non-assigning
party.

7.4

Notices:
Any
notice
under
this
Agreement
shall
be
written
and
delivered
by
hand,
by
a
recognized
courier
service
such
as
Federal
Express,
or
by
facsimile
or
e-mail
with
confirmation
of
receipt
and
prepaid
first
class
(air
mail
if
posted
to
another
country)
post
to
the
party
at
its
address
above.
Notices
shall
be
deemed
to
have
been
served
on
the
same
business
day
if
hand
delivered,
faxed
or
e-mailed
during
business
hours
(or
otherwise
when
the
next
business
day
starts).

7.5

Tax
Treatment:
Wowio
and
Mincheff
acknowledge
that
they
each
have
been
represented
by
their
own
tax
advisors
in
connection
with
this
transaction;
that
none
of
them
has
made
a
representation
or
warranty
to
any
of
the
other
parties
with
respect
to
the
tax
treatment
accorded
this
transaction,
or
the
effect
individually
or
corporately
on
any
party
under
the
applicable
tax
laws,
regulations,
or
interpretations;
and
that
no
opinion
of
counsel
or
private
revenue
ruling
has
been
obtained
with
respect
to
the
effects
of
this
transaction
under
the
Code.
Each
party
is
responsible
for
paying
its
own
tax
liabilities
in
connection
with
this
Agreement.

7.6

This
agreement
may
be
signed
in
counterparts,
and
all
scanned
or
facsimile
copies
shall
be
deemed
originals
for
all
purposes.

7.7

The
parties
hereto
agree
to
sign
such
other
documents,
do
and
perform
and
cause
to
be
done
and
performed
such
further
and
other
acts
consistent
herewith
as
may
be
necessary
or
desirable
in
order
to
give
full
effect
to
this
Agreement.

- 4 -

7.8

This
Agreement
constitutes
the
entire
agreement
between
the
parties
hereto
with
respect
to
all
of
the
matters
herein
and
its
execution
has
not
been
induced
by,
nor
do
any
of
the
parties
hereto
rely
upon
or
regard
as
material,
any
representations
or
writing
whatsoever
not
incorporated
herein
and
made
a
part
hereof.

WOWIO, Inc.

/s/
Roger Mincheff

/s/
Brian Altounian

By:

Roger Mincheff

By:

Brian Altounian

Its:

Chief Executive Officer

- 5 -

ASSIGNMENT

This
Assignment Agreement (“Agreement”) is entered into as of December 12, 2012, by and between WOWIO, Inc. (“Assignor”)
and Roger Mincheff (“Assignee”).

Reference
is made to the following intellectual property (“IP”):

Big Trouble
in Little China

Court,
The

Cousins
Club

Hip Hop
Chronicles

Hollow
Mark Husk

Little
Sonny Bunny

State
of Ward Proximity Effect

Trail,
The

Wight
& Associates

FOR
GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and subject to the terms and conditions
in the attached Purchase Agreement between the parties of the same date, Assignor and Assignee hereby agree as follows:

1. Assignor
hereby grants and assigns to Assignee, its successors, licensees and assigns, all of Assignor’s right, title and interest
in and to the IP, including any and all underlying agreements related to the IP (“Underlying Agreements”). [What are
the “Underlying Agreements?”

2. Assignee hereby agrees to carry out and faithfully perform each and all of the terms, covenants, conditions and other provision
contained in the Underlying Agreements required to be kept and performed subsequent to the date thereof under and by virtue of
the Underlying Agreements.

3. Assignor represents and warrants that it has performed and has not breached any of its obligations which have accrued to the date
hereof under the Underlying Agreements, and all sums which have accrued and are payable pursuant to the provisions of the Underlying
Agreement have been paid by Assignor.

4. Assignee shall indemnify and otherwise hold Assignor harmless from and against any and all damages, claims, demands, liabilities
or expenses (including reasonable attorneys’ fees) which Assignor may suffer or incur arising out of or resulting from any
breach of Assignee’s representations, warranties or agreements hereunder or by Assignee’s failure to keep and perform
the obligations and duties assumed by Assignee hereunder or that were in existence at the time of the original assignment from
Assignee. Assignor shall indemnify and otherwise hold Assignee harmless from and against any and all damages, claims, demands,
liabilities or expenses (including reasonable attorneys’ fees) which Assignee may suffer or incur arising out of or resulting
of or any breach of Assignor’s representations, warranties or agreements hereunder.

- 6 -

5. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and
assigns.

6. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts
wholly negotiated, executed and to be performed therein.

7. This Agreement includes the entire understanding of the parties hereto and may not be modified except in a written instrument
signed by the parties hereto.

IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year above written.